BCA Foundation

ARTICLE I - Establishment of BCA Foundation:

The Birmingham Chinese Association (BCA), an organization exempt from federal tax under section 501 (c) (7) of the Internal Revenue Code (IRC) of 1986, hereby establishes the BCA Foundation as a means of supporting activities meeting all requirements of 501 (c) (3) of the IRC and enabling receipt of tax deductable donations exclusively for these purposes.

ARTICLE II - Purposes:

The BCA Foundation aims to actively support charitable, educational and other qualified activities that are defined in and limited by section 170 (c) (2) of the IRC. Specifically, BCA Foundation shall:

(a) offer grants and or loans for the purpose of providing educational opportunities in the Greater Birmingham area for the study of topics relating to Chinese language, history and culture;

(b) provide temporary relief to victims of natural and other disasters;

(c) assist other organizations for charitable, educational and scientific purposes that are recognized as exempt from tax, under Section 501 (c) (3) of the IRC;

ARTICLE III – Governance and Operations:

Section 1: BCA President, Vice President, and other BCA Board of Directors automatically constitute the Trustees of BCA Foundation.

Section 2: The current year BCA President and Vice President will automatically become the Chairman and Vice Chairman of BCA Foundation. The Chairman shall serve as chair of all meetings of the Trustees and shall provide general supervision of the operations of the Trustees. The Vice Chairman shall have duties assigned by the Chairman.

Section 3: A Trustee may resign by delivery of written notice to BCA President or by resigning BCA membership. The BCA President shall appoint replacement trustees to complete unfinished trustee terms resulting from resignations.

Section 4: The Trustees shall have the rights to:

(a) solicit and receive contributions to BCA Foundation;

(b) solicit, receive and review applications for grants from BCA Foundation and

(c) award grants for the purposes specified in Article II.

Section 5: Meetings of the Trustees shall be held upon call of the Chairman, after reasonable notice of the date, time and place thereof. A quorum for any meeting of the Trustees shall be a majority of the Trustees then in office, and whenever a quorum is present, any matter shall be decided by a majority vote of those present. Alternatively, the Trustees may act by written consent signed by the majority of Trustees then in office, with each Trustee limited to one vote.

Section 6: E-mail shall be the standard method of communication, for notification of meetings and general businesses. When a vote is conducted by written consent of a majority of Trustees, each Trustee’s e-mail response shall constitute a vote. Failure to reply to a call for vote before a specified deadline will be treated as a consent to the proposal under consideration.

Section 7: Any agreement, notice, instrument or other document approved by the Trustees shall be effective if signed by either the Chairman or the Vice Chairman of the BCA Foundation.

Section 8: Whenever necessary, BCA Foundation shall be prepared to seek and pay for legal and financial advice from qualified professionals.

ARTICLE IV - Segregation and Distribution of Funds:

All funds and properties contributed to BCA Foundation and all their earnings shall be accounted for and managed separately from BCA funds. The funds shall be invested by the BCA Treasurer in accordance with current BCA policies and in adherence to restrictions imposed by donors. Distribution of BCA Foundation funds shall also be the responsibility of the BCA Treasurer at the direction of the Trustees.

ARTICLE V - Restrictions on Activities and Expenditures:

Section 1: The Trustees shall observe all restricted use of funds or other properties owned by BCA Foundation.

Section 2: The Trustees shall ensure that all expenditures are made exclusively in support of activities meeting the requirements of section 501 (c) (3) of the IRC.

Section 3: No part of the net earnings of BCA Foundation shall inure to the benefit of, or be distributable to, members, directors, trustees or other officers of BCA or other private parties, provided that BCA Foundation shall be authorized to make payments and distributions in furtherance of the purposes set forth in Article II hereof. Except to the extent permitted by section 501 (h) of the IRC, no substantial part of the activities sponsored or supported by BCA Foundation shall aim to influence local, State, or federal legislation, and BCA Foundation shall not, in any form, participate in, or interfere with political procedures.

Section 4: All distributions from BCA Foundation shall be awarded in an objective and non-discriminatory manner as directed by the Trustees.

Section 5: Upon the termination of BCA Foundation, the board of directors of BCA shall, after paying or making provision for the payment of all of the liabilities (if any) of BCA Foundation, distribute all assets to qualified recipients engaging in charitable, educational, religious, or scientific activities, as defined in section 501 (c ) (3) of the IRC and verified by the board of directors of BCA.

ARTICLE VI - Miscellaneous

Section 1: All references herein to the IRC shall be deemed to refer to the Internal Revenue Code of 1986, as now in force or as hereafter amended, or any corresponding subsequent federal law.

Section 2: The terms of the BCA Foundation may be modified by majority vote of BCA Board of Directors.

Section 3: The fiscal year of BCA Foundation shall be the twelve months ending December 31 of each calendar year.

Section 4: The official address of BCA Foundation shall at all times be the mailing address of BCA.

Section 5: In the event that BCA Foundation collections exceed an annual average of $5,000 for a given three-year rolling period, the Board of Trustees shall at that time formally apply for 501 (c) (3) status, which shall allow BCA Foundation to become an independent organization.

ARTICLE VII - Effective Date

The effective date of the BCA Foundation shall be April 1, 2008.